Offer Update

Royal Bank of Scotland Group PLC
14 September 2001

Not for release, publication or distribution in or into the United States,
Canada, Australia, the Republic of Ireland or Japan


PRESS ANNOUNCEMENT


EMBARGOED UNTIL 7.00AM

14 September 2001



RECOMMENDED CASH OFFER BY

HAWKPOINT PARTNERS LIMITED

on behalf of

THE ROYAL BANK OF SCOTLAND plc ('RBS')

a wholly-owned subsidiary of

THE ROYAL BANK OF SCOTLAND GROUP plc ('RBSG')

for

EURO SALES FINANCE PLC ('ESF')



OFFER UNCONDITIONAL AS TO ACCEPTANCES



The Board of RBS announces that the recommended cash offer for the entire
issued and to be issued ordinary share capital of ESF has become unconditional
as to acceptances.  The Offer will remain open until further notice.



As at 3.00pm on 13 September 2001, valid acceptances had been received by RBS
in respect of 12,477,431 ESF Shares, representing approximately 80.7 per cent.
of the entire issued ordinary share capital of ESF.  This includes acceptances
relating to 3,866,317 ESF Shares subject to irrevocable undertakings and
3,735,630 ESF Shares subject to letters of intent, representing, in aggregate,
49.2 per cent. of the entire issued ordinary share capital of ESF.



Since 19 April 2001, being the commencement of the Offer Period, RBS and
persons deemed to be acting in concert with RBS for the purposes of the Offer
have purchased 1,960,185 ESF Shares, representing approximately 12.7 per cent.
of the entire issued ordinary share capital of ESF.  1,357,000 of these ESF
Shares were obtained from Henderson Global Investors Limited and JP Morgan
Fleming Asset Management, who had given letters of intent to accept the Offer,
and consequently no acceptances in respect of these ESF Shares were received.


As at 18 April 2001, being the last dealing day prior to commencement of the
Offer Period, RBS and persons deemed to be acting in concert with RBS for the
purposes of the Offer, owned or controlled 623,194 ESF Shares, representing
approximately 4.0 per cent. of the entire issued ordinary share capital of
ESF.



As at 3.00pm on 13 September 2001, RBS and persons deemed to be acting in
concert with RBS for the purposes of the Offer, owned or controlled 2,520,992
ESF Shares, representing approximately 16.3 per cent. of the entire issued
ordinary share capital of ESF.  This total includes 501,244 ESF Shares,
representing approximately 3.2 per cent. of the entire issued ordinary share
capital of ESF which have been accepted to the Offer by persons deemed to be
acting in concert with RBS for the purposes of the Offer.



Therefore, as at 3.00pm on 13 September 2001, RBS and persons who are deemed
to be acting in concert with RBS for the purposes of the Offer owned,
controlled or had received valid acceptances in respect of a total of
14,497,179 ESF Shares, representing approximately 93.8 per cent. of the entire
issued ordinary share capital of ESF.



ESF Shareholders who have not yet accepted the Offer are urged to complete and
return their Forms of Acceptance as soon as possible.



Terms defined in the announcement dated 14 August 2001 relating to the Offer
have the same meaning in this announcement.



Enquiries:


The Royal Bank of Scotland Group plc
Fred Watt, Group Finance Director                   Tel: [phone]
Anthony Frost, Head of Public Relations, 
Corporate Banking and Financial Markets             Tel:[phone]
                                             
                                                    Mob: [phone]

Hawkpoint Partners Limited (financial adviser to The Royal
Bank of Scotland Group plc)
Charles Williams                                     Tel: [phone]
Graham Paton



The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction.  Persons who are not
resident in the United Kingdom should obtain advice and observe any applicable
requirements.  The Offer is not being made, directly or indirectly, in or
into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, electronic mail, telex or
telephone) of interstate or foreign commerce, or of any facility of a national
securities exchange, of the United States, Canada, Australia, the Republic of
Ireland or Japan, and the Offer will not be capable of acceptance by any such
means, instrumentality or facility from within the United States, Canada,
Australia, the Republic of Ireland or Japan.  Accordingly, copies of this
announcement and any other documents related to the Offer are not being, and
must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia, the Republic of Ireland or Japan and persons
receiving such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from such jurisdictions.



Hawkpoint, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for RBSG and no-one else in
connection with the Offer and will not be responsible to anyone other than
RBSG for providing the protections afforded to customers of Hawkpoint nor for
giving advice in relation to the Offer.



Deutsche Bank, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for ESF and no-one else in
connection with the Offer and will not be responsible to anyone other than ESF
for providing the protections afforded to customers of Deutsche Bank nor for
giving advice in relation to the Offer.



This announcement has been approved by Hawkpoint for the purposes of section
57 of the Financial Services Act 1986.